Michael and River Dog whirled to stare at her. Liz didn't even see them. She could not take her eyes off of Max. He had noticed her now and was trying desperately to get out of the pod. Whatever it was he was doing in there, it didn't seem to be working. Max was fumbling with something, but as Liz watched, clear liquid continued to poor into the egg-shaped receptacle. It was up to his chin now...

Liz's gaze snapped away from Max as Michael suddenly grabbed her wrist, pulled her across the room. She struggled to get away from him. Michael threw her down on the floor of the cave, directly in front of River Dog.

Liz looked up at the old man, wished that the creature that she knew inhabited his shape would choose another. River Dog had been so good to all of them. She grieved for the fact that he had been killed by this monster. The false River Dog's head was tilted as he eyed her speculatively. "So, this is the lovely Liz Parker?" He finally said. Michael nodded.

Liz turned on him. "Michael! Snap out of it! I know you're in there! Maria said she saw you...help us, please!" She was still on the ground, but she started to crawl towards the pod where Max was still struggling although it was almost full. She felt tears begin to fill her eyes as Max's eyes closed and he seemed to fall into a state of unconciousness.

Michael just continued to stare at her, no sign of Michaelness flickering on his face. Liz brought her hands to her face, wished that they would kill her quickly. Life without Max, HER Max, was pointless anyway.

River Dog reached down and helped her gently to her feet. "Don't cry." Liz looked up at him in astonishment.

"Why not?"

"He will be his true self. Although I do not understand these emotions that you humans feel, I do know that, more often then not, they are painful. Do you not want him to never have to experience pain like that again?" The shapeshifter asked.

She gave him a disdainful look. "I pity that you don't understand - pain and hurt can only happen when one has experienced true happiness and love. I would never trade one second of the love Max Evans gave me to spare myself pain. I would suffer lonliness and heartbreak every day of my life, just to remember the way he made me feel about myself." Liz turned her back on him, walked towards the pod.

She paused briefly about a foot away, swallowed. Max did not appear to be hurt in any way. He just looked like he was sleeping. Liz reached out her hand, traced the contours of his face through the transparent organic material...she remembered the way her heart had pounded as she had done the exact same thing to his actual face less than an hour ago. "What happens now?" Liz turned and addressed River Dog.

"We take him home." The old man replied, watching her with interest. "He will lead my people to triumph over his own people. It is written in the stars and so it shall be done."

"How?" Liz inquired. The shapeshifter lifted an eyebrow.

"Why do you want to know?"

"My friends need to know what their real role is on this planet. I won't let Max sacrifice himself in vain. Tell me who they really are...Max said that you told him that they were insignificant..." Liz prompted.

River Dog laughed. It was disturbing, like it was the first time the shapeshifter had ever made that sound...and it definitely was not mirthful. "You amuse me Liz Parker. Very well, I will tell you."

He eyed Michael. "Go find the others." He told his lackey. Liz's eyes widened. Her mind was screaming for Isabel. Run Izzy! Run!

River Dog leaned up against a natural stone ledge, folded his arms across his chest. "My people have been at war with Jaxon Falconer...er excuse me..." He smirked knowingly. "MAX Evans' people for generations. The message that Max's mother sent to him was truthful, yet incomplete. Michael WAS his second-in-command, but he failed him. The blonde, curly-haired one WAS his bride, but not his wife." Liz wrinkled her brow in confusion. River Dog ignored her. "The tall blonde one IS Max's sister, but she betrayed him. Michael and Isabel, I will use those names as they are the ones known to you, were chief negotiators for your Max. They tried to broker a peace, trusted that my leader respected THEIR leader. He did not." River Dog raised his chin proudly. "My leader knew that to save the planet he needed to win. So he was willing to lie to gain that end."

Liz curled her lip in disdain. "You work for a being without honor?"

River Dog snorted in derision. "Honor is a human concept. We believe in progress above all things on Illyria. Jaxon Falconer was driving the planet into catastrophe."

Liz sighed. "None of this makes any sense to me." She finally said. She was surprised to realize that her fright of this creature was gone. He was like some totally delusional maniac. "How does Max joining your side help you?"

River Dog scowled. "Despite all my leader's entreaties, the people could not see Jaxon Falconer for what he was - ineffectual and ridiculous. They still await his return." River Dog turned to stare at Max. "To have him return as one of us...They will finally see the light."

"Are you saying that Max ISN'T supposed to be one of you?" Liz asked suddenly.

The shapeshifter whirled on her. "I have said too much." He grabbed Liz by the arm, thrust her back against the wall. "None of this is important to you as you will soon be dead anyway." He paused momentarily. "But, no. I find you amusing in your stupidly brave little way. If you leave now, I will spare you."

"I'm not leaving him." Liz replied. "So you might as well go ahead and do whatever it is your going to do." Liz took a breath, tried to stare him down.

River Dog did not move. He just continued to eye her.

Their battle of wills ended abruptly as Michael suddenly reappeared, Isabel slung over his shoulder, passed out. "Where are Alex and Maria?" Liz demanded. She felt a tiny bit of relief to see Isabel's back rising and lowering. She was breathing.

"They will not trouble us." Michael replied. He laid Isabel down on the ground beneath Max's pod.

Liz was suddenly furious. All Max's suffering and sacrifice over the last few months - the lonliness and pain. It had all been for nothing.

She knew now that he had been trying to save them all, hoping that by giving himself up, they would be left alone. And now she was captured, Izzy was captured, Alex and Maria were likely dead... She had to see that his sacrifice was not in vain.

She had to save Michael.

Liz motioned towards Michael, who had come to stand beside her, clearly prepared to do whatever the other alien told him to. Liz knew that he would kill her in an instant if that's what River Dog wanted. "You promised Max that you would change Michael back if he gave himself up to you. Are you going to keep that promise?"